2021 EAL Request for Proposals for Renewable Resources for ...

2021 EAL Request for Proposals for

Renewable Resources for

Entergy Arkansas, LLC

Entergy Arkansas, LLC

August 3, 2021

TABLE OF CONTENTS

1. RFP INFORMATION ................................................................................................. 1

1.1. Introduction ................................................................................................... 1

1.2. RFP Documents.............................................................................................. 1

1.3. EAL Renewables RFP Website & PowerAdvocate ........................................ 2

1.4. Bid Event Coordinator ................................................................................... 3

1.5. Independent Monitor ..................................................................................... 3

2. PROPOSALS .............................................................................................................. 6

2.1. Solar and Wind BOT Proposals - High-Level Overview of Select

Commercial Terms......................................................................................... 6

2.2. Solar and Wind PPA Proposals - High-Level Overview of Select

Commercial Terms......................................................................................... 9

2.3. Proposal Development and Special Exceptions ............................................ 11

3. SELF-BUILD OPTION ............................................................................................. 13

4. RFP PROCESSES ..................................................................................................... 13

4.1. RFP Schedule Overview ............................................................................... 13

4.2. Bidders Conference ...................................................................................... 14

4.3. Bidder Registration Process ......................................................................... 15

4.4. Proposal Submission Fees ............................................................................ 16

4.5. Proposal Submission .................................................................................... 17

5. PROPOSAL EVALUATION..................................................................................... 18

6. MISCELLANEOUS RFP MATTERS ........................................................................ 20

6.1. Authorized Bidder Communications Channels............................................ 20

6.2. Confidentiality Agreement ........................................................................... 20

6.3. Posting Questions ......................................................................................... 20

6.4. Contact with MISO ...................................................................................... 21

6.5. Affiliate Rules and Codes of Conduct .......................................................... 21

6.6. Multi-Person Bids......................................................................................... 21

6.7. Reservation of EAL Rights and Other EAL RFP Protections ..................... 22

APPENDICES

Appendices Title

Appendix A Glossary

Appendix B-1 Model Solar BOT Agreement

Appendix B-2 Solar BOT Scope Book

Appendix B-3 Term Sheet for Wind BOT

Appendix B-4 Wind BOT Scope Book

Appendix C-1 Model Solar PPA

Appendix C-2 Model Wind PPA

Appendix D-1 Due Diligence List – Developmental Solar Resources and Attachments

Appendix D-2 Due Diligence List – Developmental Wind Resources and

Attachments

Appendix D-3 Due Diligence List – Existing Solar Resources and Attachments

Appendix D-4 Due Diligence List – Existing Wind Resources and Attachments

Appendix D-1, D-2, D-3, D-4: Attachments (as

applicable)

Attachment A-1 – Solar Cost Components Attachment A-1 – Wind Cost Components

Attachment B – Hourly Profiles Attachment C-1 – MFS Bidder Questions (Solar PPAs Only) Attachment C-2 – MFS Bidder Questions (Wind PPAs Only) Attachment D – Annual Energy Quantities

Appendix E Credit/Collateral Requirements

Appendix F Operation and Maintenance Services Scope - Solar

Appendix F – Attachment A

Appendix F Attachment A- O&M (Scope of Work)

Appendix F – Exhibits Appendix F - Exhibit F-1- Guaranteed PV Plant Performance

Appendix F - Exhibit F-2- Guaranteed BESS Availability

Appendix G Supplier Diversity

The statements contained in this RFP are made subject to the Reservation of Rights set forth in this Main Body

of the RFP and the terms and acknowledgements set forth in the Proposal Submission Agreement.

2021 EAL RENEWABLES RFP

Page 1

1. RFP INFORMATION

1.1. Introduction

Entergy Arkansas, LLC (“EAL”), hereby issues this 2021 Request for Proposals for Renewable Resources (including all appendices, this “RFP” or the “2021 EAL Renewables RFP”). Through this RFP, EAL seeks to procure, on and subject to the terms set forth in this RFP, targeting

500 MWAC of energy, Capacity, Capacity-Related Benefits (such as ZRCs and capacity credits), Other Electric Products, and Environmental Attributes from eligible renewable generation resources. (EAL reserves the right to acquire more or less than the stated amount.) A summary of the scope of the RFP and the threshold requirements for a conforming proposal are set forth in Section 1.6 below. Additionally, Entergy Regulated Affiliates and Entergy Competitive Affiliates are not precluded from

submitting proposals, including a Self-Build Option (Section 3 below). EAL may allocate a portion of the selected resources to specific customer contracts and/or agreements.

1.2. RFP Documents

This RFP consists of a Main Body and fourteen appendices. Among other things, the Main Body (i) offers general information about this RFP, (ii) describes the resource and transaction structure that EAL seeks from Bidders and high-level considerations for Bidders, (iii) includes a milestone schedule for this RFP, and (iv) sets forth terms governing the preparation and submission

of proposals and RFP-related Bidder communications with ESL and the Independent Monitor (“IM”).

Appendix A to this RFP is a glossary of certain capitalized terms used in this RFP. A

capitalized term used but not defined in the Main Body will have the meaning ascribed to such term in Appendix A, except to the extent the context otherwise requires.

Appendix B-1 is the form agreement (excluding most exhibits and all schedules) for the build-

own-transfer (“BOT”) type of asset purchase transaction for solar resources sought by this RFP (“Model Solar BOT Agreement”). The Model Solar BOT Agreement will be the agreement used for any solar BOT asset purchase arrangement arising out of this RFP.

Appendix B-2 is a draft of the scope book (“Model Solar BOT Scope Book”) that will be included as an exhibit to the solar BOT Agreement. The Model Solar BOT Scope Book addresses, among other things, the scope of the Seller’s engineering, procurement, and construction (“EPC”) work on the proposed solar BOT project, the project execution plan, EPC standards and processes to

be followed, and other technical information about the project. Appendix B-3 is the commercial term sheet (“Term Sheet for Wind BOT”) for the BOT asset

purchase transaction for wind resources sought by this RFP. The Wind BOT Term Sheet will contain

summary commercial terms expected to be included or reflected in the BOT agreement used for any wind BOT purchase arrangement arising out of this RFP.

The statements contained in this RFP are made subject to the Reservation of Rights set forth in this Main Body of the RFP and the terms and acknowledgements set forth in the Proposal Submission Agreement.


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Appendix B-4 is a draft scope book (“Wind BOT Scope Book”) for the BOT asset purchase

transaction for wind resources sought by this RFP. The Wind BOT Scope Book addresses, among

other things, the scope of the Seller’s EPC work on the proposed wind BOT project, the project execution plan, EPC standards and processes to be followed, and other technical information about the project.

Appendix C-1 is the form power purchase agreement (“PPA”) for the solar power purchase transactions sought by this RFP (“Model Solar PPA”). The Model Solar PPA will be the agreement used for any solar power purchase arrangement arising out of this RFP.

Appendix C-2 is the form PPA for the wind power purchase transactions sought by this RFP (“Model Wind PPA”). The Model Wind PPA will be the agreement used for any wind power purchase arrangement arising out of this RFP.

Appendix D contains questions and requests for material and other information that Bidders will be required to answer or provide as part of its Proposal Package.

Appendix E generally describes the credit support requirements for any transaction arising out

of this RFP and other credit-related features that will be material to any Bidder proposal.

Appendix F is a draft model contract for operation and maintenance services for BOT solar resources proposed in this RFP (“Model Solar O&M Agreement”). Bidders may, but are not

required by this RFP to, offer to provide such services. Appendix G includes information regarding local and diversity suppliers of goods and services to projects proposed in this RFP.

Bidders are responsible for familiarizing themselves with and being fully aware of the terms of this RFP, including the terms of each Appendix and any clarifications, elaborations, or adjustments to RFP terms communicated to Bidders. Bidders are advised that from time to time EAL may clarify,

elaborate upon, adjust, or modify the terms of this RFP in response to developments that may affect or require attention in this RFP, EAL perceptions or concerns that terms in this RFP may be incomplete, inaccurate, or ambiguous or may fail to adequately address risks, rights, obligations, or other matters, or for other reasons.

1.3. EAL Renewables RFP Website & PowerAdvocate

The official website for this RFP (the “2021 EAL Renewables RFP Website”) can be found at https://www.entergy-arkansas.com/rfp/energy_capacity/. This RFP and related material and

information are posted on the 2021 EAL Renewables RFP Website and available for review. The 2021 EAL Renewables RFP Website will be updated from time to time with additional material and

https://www.entergy-arkansas.com/rfp/energy_capacity/



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information concerning this RFP. Interested Persons are responsible for monitoring the 2021 EAL Renewables RFP Website to ensure the timely receipt of information about this RFP.

“PowerAdvocate” will be utilized for the administration of RFP documents and Bidder communications for this RFP. Bidder will be invited to join and use the PowerAdvocate site to submit proposals and documents and communicate with ESL upon the completion of the Bidder

Registration Process and to gain access to RFP documents. 1.4. Bid Event Coordinator

EAL has engaged ESL to assist with the administration of this RFP and has designated an ESL employee to serve as the “Bid Event Coordinator.” The Bid Event Coordinator’s

responsibilities include (i) acting as a liaison between the participants in this RFP and EAL on all RFP-related matters, (ii) ensuring that Bidder RFP-related questions ESL received during the pendency of this RFP are addressed in an appropriate manner, (iii) receiving, recording, and maintaining Bidder RFP proposals, (iv) working with the IM throughout this RFP, and (v) managing

other administrative matters relating to this RFP. The Bid Event Coordinator is also a member of the “RFP Administration Team.” The full set of the Bid Event Coordinator’s duties, and the role of the RFP Administration Team, are set forth in Appendix G.

The Bid Event Coordinator for this RFP is Ms. Misty Harris, who can be contacted prior to Bidder’s completion of the Bidder Registration Process via email at [email protected] and afterwards through PowerAdvocate. PowerAdvocate information will be provided to Bidders when or shortly after Bidder completes the Bidder Registration Process.

1.5. Independent Monitor

EAL has retained Mr. Keith Oliver of Merrimack Energy Group, Inc. to act as the Independent Monitor (“IM”) for this RFP. The role of the IM is defined in the “Scope of Work

Activities” for the IM, which is available to Bidders upon request. In summary, the IM (i) oversees all aspects of this RFP to ensure that its design, implementation, evaluation, selection, and contract negotiation processes are impartial and objective and (ii) provides an objective, third -party perspective on EAL’s efforts to ensure that all proposals are treated consistently and without undue

preference to any Bidder. Bidders wishing to communicate with Mr. Oliver may reach him by email at [email protected] or by phone at (339) 927-3738.

1.6. RFP Threshold Requirements and Proposal Options

Table 1 outlines the key threshold requirements to be considered a conforming proposal. Table 2 identifies two types of resource options that can be included in a proposal as a separate priced option. Subject to the other terms of this RFP, EAL will consider only proposals submitted in accordance with and meeting the requirements below. In addition to these proposal submission

requirements, proposals under this RFP are required to satisfy, and will be reviewed early in the RFP evaluation process for compliance with, the prerequisites specified in Table1 (collectively, the

mailto:[email protected]




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“Threshold Requirements”). Any proposal not meeting the Threshold Requirements will be considered non-conforming and may be eliminated by EAL from further consideration in this RFP, after consultation with the IM. Bidders may not condition the effectiveness of any proposal on EAL’s

selection of one or more of its other proposals in this RFP (except that the options listed in Table 2 are conditioned on acceptance of the proposal for underlying solar or wind transaction).

Table 1. Threshold Requirements

Scope Item Threshold Requirement Description

Eligible

Participants

• All potential suppliers capable of meeting the conditions and requirements

identified in this RFP, including Entergy Competitive Affiliates and Entergy Regulated Affiliates (“Eligible Participants”). Otherwise, Eligible Participants that do not comply with the terms, conditions, and requirements of this RFP may be determined by EAL, after consultation with the IM, to be ineligible to

continue to participate in this RFP. • Proposals from Qualifying Facilities (“QF”) will not be provided any

preference in this RFP solely by virtue of their QF status

Solicited

Resources

Existing or developmental power generation facilities based on Eligible Technologies1

BOT transaction: Developmental power generation facilities are required to have a dedicated interconnection point that is exclusive to the Facility and are not and will not be part of a shared facility-type structure or arrangement.

Eligible

Technologies

Commercially proven Solar PV and wind technologies (“Eligible

Technologies”). Any technology besides commercially proven Solar PV and wind (including, without limitation, demand-side management, distributed generation, transmission line, energy efficiency, biomass, hydroelectric, and nuclear) or that fails to meet the requirements of this RFP is not an Eligible

Technology

Transaction

Types

• BOT transaction: Acquisition of the proposed new-build Facility and related assets, with Seller assuming construction and financing risk

• PPA transaction: Purchase of all Contract Energy, Contract Capacity, Capacity-Related Benefits, Other Electric Products, and Environmental

Attributes from the proposed existing or new-build Facility

• Self-Build Option: EAL may submit one or more self-build proposals for new-build solar PV resource(s)

1 Generation resources located at separate facilities may not be combined or aggregated to form a “system” of generation resources may not be bid as a single proposal and will be considered multiple resources and non-conforming.



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Interconnection

Status

• BOT transaction/Solar PPA transaction: The proposed Facility must have an executed GIA with MISO or be included in the 2019 or 2020 MISO DPP Queue

• Wind PPA transaction: The proposed Facility must have (i) an executed GIA

with MISO or SPP or (ii) be included in the 2019 and 2020 MISO DPP Queue or the 2019 or 2020 SPP DISIS Queue

Resource

Location

• BOT transaction/Solar PPA transaction: The Facility is required to be located in Arkansas and interconnected directly to the MISO transmission system in LRZ 8 of MISO South

• Wind PPA transaction: The resource is required to be in MISO or SPP with deliverability to EAL’s Load in LRZ 8 of MISO South

Capacity

• Total Capacity sought in this RFP: 500 MWAC

• Minimum Guaranteed Capacity for all proposals: 50 MW

• BOT transaction: Any proposal must be for the sale of the entire Facility

• PPA transaction: Any proposal must be for the sale of all products (capacity, energy, etc.) from the entire Facility

Guaranteed

Substantial

Completion/

Delivery Term

Commencement

Date

BOT transactions: The Guaranteed Substantial Completion Date is required to be no later than May 31, 2025.

PPA transactions:

• For developmental resources, the applicable Guaranteed Delivery Term

Commencement Date will be no later than June 1, 2025

• For existing resources, the applicable Guaranteed Delivery Term

Commencement Date will be either June 1, 2024, or June 1, 2025.

Proposals from existing resources will be considered non-conforming and

not considered for evaluation should an alternative Guaranteed Deliver

Term Commencement Date be submitted

Each of the above Guaranteed Substantial Completion and Delivery Term

Commencement Dates (whether for a BOT or a PPA (development or existing))

will be subject to certain exceptions for certain delays, including force majeure

(subject to an extension cap)2

PPA Delivery

Term

A minimum of ten (10) consecutive years and a maximum of twenty (20) consecutive years, with an interest in fifteen (15)-year or shorter terms

Table 2. Separately Priced Proposal Options

2 Please see “Change Orders” in Section 2 of the Main Body (addressing BOT transactions) for additional information on the guaranteed substantial completion date deadline. The Model PPA does not contemplate change orders but does include similar provisions for extensions to the guaranteed commercial operation date due to force majeure delays affecting Seller’s work or certain Seller elections.



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Proposal Options Description

Battery Energy

Storage System

(“BESS”)

• A BESS may be offered as a separately priced option for both BOT and PPA transactions

• The BESS must be DC coupled with a minimum four (4)-hour discharge and

have 24 hours a day, 7 days a week charging and discharging capability

• Selection of the proposal for the Facility may not be contingent on selection of the BESS option

Operation and

Maintenance

(“O&M”)

Services Contract

• A separately priced proposal for a O&M services contract for the Facility (including the Project Site), with a 3, 5, or 10-year service term (starting at the Substantial Completion Payment Date), may be offered with a BOT proposal

• Contract terms based on the Model O&M Agreement

The preceding Tables omit many items that are or could be considered key scoping items,

including terms related to items generally described in Section 2 below. The scope and terms of this RFP are established by the terms set forth in the entirety of the documents, materials, and information provided to Bidders in this RFP, including, without limitation, the model BOT agreements and PPAs, the Scope Books (BOT transactions only), and Appendix E. The Tables in this Section 1.6 are not,

and should not be construed as, a substitute for the other provisions of this RFP.

2. PROPOSALS

2.1. Solar and Wind BOT Proposals - High-Level Overview of Select Commercial

Terms

The following highlights, in summary form, a few basic commercial terms and considerations for the solar and wind BOT resource acquisition(s) sought by this RFP. Details of the commercial

terms of BOT transactions and considerations for BOT proposals and potential BOT transactions under this RFP can be found in Appendix B-1 (Model Solar BOT Agreement), Appendix B-2 (Model Solar BOT Scope Book), Appendix B-3 (Term Sheet for Wind BOT), Appendix B-4 (Wind BOT Scope Book), and Appendix E (Credit/Collateral Requirements), and elsewhere in this RFP.

• BOT Structure. With the BOT structure, Seller would agree to develop, design, build, commission, test, and sell the proposed project to Buyer for a pre-agreed purchase price. Buyer would buy the project and related assets from Seller at the consummation of the

purchase (“Closing”), after each of the Closing conditions has been fulfilled or waived. Prior to the Closing, Seller, as the project owner, would own and have care, custody, and control of the project, including the project site, and would bear construction, financing, and project completion risk, as well as risk of loss for the project. Seller’s obligation to commence

construction would be conditioned on the satisfaction of several Buyer “FNTP” conditions, including Buyer’s receipt of regulatory approvals on terms acceptable to Buyer in its sole discretion. After the Closing, Seller would be required to complete the remaining EPC work in accordance with the terms of the BOT Agreement through Final Completion. For solar

BOT Agreements, care, custody, and control of the project, which Buyer will delegate back to



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Seller at the Closing, would transfer to Buyer shortly after substantial completion, at the Substantial Completion Payment Date. The Model BOT Agreement, which reflects the BOT structure, is essentially a hybrid contract incorporating EPC principles (roughly, Articles 2 -

15) and generation asset acquisition terms (roughly, Articles 16-24).

• Purchase Price. For solar BOT transactions, the purchase price for the project and the other

project assets will be payable by Buyer to Seller at three major milestones: the Closing, the Substantial Completion Payment Date, and Final Completion. The portion of the purchase price payable at the Closing will depend on whether Seller will finance the solar project with internal or unaffiliated third-party funding. If financed with internal funding, the payment

will be approximately 20% of the purchase price or, if Bidder elected in the applicable proposal to be paid a greater percentage of the purchase price at the Closing, the agreed percentage, up to 80%. (EAL prefers a lower payment at the Closing.) If financed with external funding, the payment will be 80% of the purchase price, except as provided in

Appendix E). The balance of the purchase price, less a holdback securing the completion of agreed punch list items, will be payable at the Substantial Completion Payment Date. Assuming Seller’s performance of the remaining work, the punch list holdback will be paid at Final Completion. For wind BOT transactions, the purchase price will be payable at the

Substantial Completion Payment Date, minus a retention amount for the punch list work required to achieve Final Completion. There will be no progress, mobilization, or other comparable payments of the purchase price.

The BOT purchase price Bidders offer in this RFP must be an “all-in” purchase price. In developing the purchase price, Bidders should take into account, among other things, development, study, engineering, procurement, permitting, design, financing, construction, installation, disposal, commissioning, testing, interim operation, maintenance, repair,

replacement, interconnection, deliverability, transmission (including, without limitation, required upgrades), real property, reporting, access, regulatory, contracting, environmental, insurance (including, without limitation, the builder’s all risk policy required by the RFP), taxes (including, without limitation, transfer, sales, and use taxes), Closing, asset transfer,

transaction, contingency, warranty, credit, and all other Seller project costs and risks and Seller’s required return on investment considering the terms set forth in this RFP, including, without limitation, the Model Solar BOT Agreement and the Model Solar BOT Scope Book (solar resources only), the Term Sheet for Wind BOT and the Wind BOT Scope Book (wind

resources only), Appendix E, and the terms of Bidder’s proposal. Without limiting other RFP rules and requirements (including with respect to battery and O&M options), Bidders must express the purchase price in BOT proposals as a single fixed price. Bidder’s proposed purchase price should be included in Appendix D, Attachment A (Cost Components).

• Tax Credits. Buyer will require at the Closing the exclusive entitlement to and transfer of all applicable investment tax credits, production tax credits, depreciation, and similar tax benefits associated with the project. Bidder/Seller must be able to demonstrate that the Facility was

under construction in time to qualify for, with respect to solar resources, the federal



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investment tax credit provided for pursuant to Section 48 of the Internal Revenue Code of 1986, as amended (“ITC”), or, with respect to wind resources, the federal production tax credit provided for pursuant to Section 45 of the Internal Revenue Code of 1986, as amended

(“PTC”), that Buyer requires for the transaction. In addition, Buyer must be the original user of the Facility so that it qualifies for the ITC. Under the terms of this RFP, each Bidder of a solar BOT project is required to provide a guaranteed ITC percentage for the project property and each Bidder of a wind BOT project is required to provide a guaranteed PTC rate. Subject

to strictly limited exceptions, Buyer will not bear the risk of a loss of the guaranteed ITC or PTC benefits due to delays in the date the resource is placed in service under such laws, including losses due to deferral of Buyer’s receipt of ITC benefits. Seller’s ITC-related and PTC-related (and other Tax) representations and warranties in the Definitive Agreement and

tax certificates will be among several uncapped “fundamental” representations and warranties of Seller for purposes of its post-Closing indemnity obligations to Buyer.

• Closing. The Closing will be required to occur, for solar BOT resources, between the time the

Facility achieves Mechanical Completion and when it first energizes and delivers power to the interconnected electric transmission grid and, for wind BOT resources, after the Facility achieves Substantial Completion. The Closing will be conditioned on numerous Closing

conditions, including, among others, the delivery to Buyer of an agreed ITC or PTC tax opinion, as applicable, the transfer to Buyer of clear title to the purchased assets (excepting only permitted encumbrances), the truth and accuracy of Seller representations and warranties, the provision of necessary credit support, and, for wind BOT resources, the FERC

approval of Seller’s disposition of the Facility and related assets to Buyer under Section 203 of the Federal Power Act that was obtained at or prior to FNTP remains in full force and effect as originally issued and is final. Risk of loss will transfer to Buyer upon the Closing.

• Substantial Completion. The BOT Agreement, whether for a solar or wind transaction, will include a Guaranteed Substantial Completion Date (which may be adjusted by change order, as described below). Assuming FNTP occurs, the resource will be required to achieve Substantial Completion by the Guaranteed Substantial Completion Date. Except as set out

below in “Change Orders,” the guaranteed substantial completion date must be, at the time the BOT Agreement is signed, on or before May 31, 2025. Seller will owe liquidated damages to Buyer if the resource has not achieved Substantial Completion by the guaranteed substantial completion date. Certain Seller representations and warranties will be required to be true and

accurate on the Substantial Completion Payment Date. Substantial Completion will be contingent upon numerous Substantial Completion conditions, including satisfactory completion of project performance tests, e.g., capacity and availability tests.

• Change Orders. The project and/or project schedule, including the guaranteed substantial completion date, may be modified by change orders issued by Buyer in its discretion, due to force majeure preventing Seller’s performance of its work, or due to defined Buyer-caused delays. The project schedule may be extended by force majeure via change order for up to a

maximum total of 150 days, with certain exceptions. This RFP permits Bidders to propose a



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guaranteed substantial completion date that is later than May 31, 2025, in exchange for a corresponding reduction in the cap on force majeure extensions. For example, if Bidder proposes that the guaranteed substantial completion date be 60 days after May 31, 2025, the

force majeure extension limit would decrease by 60 days (from 150 to 90 days). This RFP also allows Bidders to propose a guaranteed substantial completion date that is earlier than May 31, 2025. The 150-day force majeure cap will be increased one day for each day that the guaranteed substantial completion date is defined as before May 31, 2025, up to a maximum

of 30 additional days. Any change order for force majeure will be exclusively for project schedule relief; as between Seller and Buyer, Seller will have sole responsibility for any incremental costs arising out of a force majeure affecting its work. Qualifying changes in law occurring after execution of the BOT agreement and affecting Seller’s work will be

considered force majeure events and will not give rise to non-force majeure change order rights for Seller. Purchase price increases due to Buyer discretionary change orders may not exceed in the aggregate 7.5% of the purchase price. No purchase price increases due to Buyer discretionary or Buyer-caused delay change orders will be payable to Seller except as part of

any Buyer purchase price payment.

• Project Warranty. Seller will be required to obtain project equipment and other warranties

with respect to the work, including, without limitation, a project warranty from the prime EPC contractor(s) and equipment warranties for certain items of equipment. All warranties obtained by Seller prior to the Closing (but not the underlying contracts themselves) will be required to be transferred to Buyer at the Closing. This RFP does not obligate Seller to

provide a comprehensive “wrap” warranty of the project work.

• Buyer Assignment Rights. Among other assignment rights, Buyer will have the right to assign its rights and obligations under the BOT agreement to an Affiliate of Buyer. In the event of

such an assignment, EAL will be liable as a guarantor of the assignee’s financial obligations under the BOT Agreement. The foregoing is not intended, and should not be construed, as an exhaustive listing of

important commercial terms for any BOT arising out of this RFP. Please refer to Appendix B-1 for the Model Solar BOT Agreement and Appendix B-3 for the Term Sheet for Wind BOT and as part of Proposal Submission, please provide a complete redline of the Modal Solar BOT Agreement and a complete Issues List of the Term Sheet for Wind BOT consistent with the requirements of Section 2.3

and to be reviewed as part of the evaluation process.

2.2. Solar and Wind PPA Proposals - High-Level Overview of Select Commercial Terms

The following highlights, in summary form, a few basic commercial terms and considerations

for the PPA(s) sought by this RFP. Details of the commercial terms of PPA transactions and considerations for PPA proposals and potential transactions under this RFP can be found in Appendix C-1 (Model Solar PPA), in Appendix C-2 (Model Wind PPA), in Appendix E (Credit/Collateral Requirements), and elsewhere in this RFP.



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• PPA Products. The PPAs being sought are for the long-term purchase of unit-contingent

Contract Energy, Contract Capacity, Capacity-Related Benefits (such as ZRCs), Other Electric Products, and Environmental Attributes from an eligible resource and related services.

• PPA Delivery Term Commencement Date. The PPAs being sought are required to have a Guaranteed Delivery Commencement Date of either June 1, 2024 or June 1, 2025 for existing resources and June 1, 2025 for developmental resources to align with the MISO Planning Year, as required under the RFP.

• PPA Pricing. The pricing for energy deliveries from the Facility will be based on an energy rate (expressed in $/MWh), which will be either fixed for the entire Delivery Term or defined annually (as proposed by Bidder). The energy rate will be subject to temporary reductions if

the aggregate energy deliveries under the PPA over the contract year exceed a specified amount for that contract year. A proposal’s pricing must reflect an “all-in” energy price (including all related fees and expenses) that EAL would pay to Seller for all inputs, goods, services, work (including, without limitation, development, engineering, procurement, and

construction work), and costs and risks related to, and products associated with, the provision, generation, and delivery to EAL of Contract Energy, Contract Capacity, Capacity-Related Benefits, Other Electric Products, and Environmental Attributes and Seller’s performance and risks under the PPA. Bidder’s proposed pricing should take into account any tax credits and

tax benefits associated with the resource and accruing to the project owner.

• Energy Delivery Requirements. PPAs will include guaranteed annual energy delivery

minimums entitling EAL to liquidated damages if the minimums are not met and to terminate the PPA for specified failures to meet energy delivery minimums over any two (2) consecutive contract years or any three (3) contract years (whether or not consecutive).

• Delivery Term. The minimum and maximum Delivery Terms for PPAs are ten (10) and twenty (20) consecutive years, respectively, with an interest in fifteen (15)-year or shorter terms. The Delivery Term for any individual PPA is expected to be based upon the Delivery Term specified in the proposal giving rise to the PPA. If the Delivery Term would expire on a

date that is not the end of the planning period recognized by the applicable Balancing Authority (June 1 under the current MISO Rules), EAL will have an option, exercisable at no cost to EAL, to extend the Delivery Term on the same commercial terms so that it terminates at the end of such planning period.

• Delivery/Receipt Commitment. Subject to certain exceptions set forth in the PPA, including, without limitation, EAL’s right to curtail energy deliveries and force majeure, Seller will be required to deliver to EAL, and EAL will be required to purchase from Seller, all energy from

the Contract Capacity delivered to the Physical Delivery Point via financial settlement as



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described below. As part of its delivery commitment, Seller will waive any and all QF put rights with respect to the Capacity contracted to Buyer under the PPA.

• Financial Settlement. Products will be financially settled at the EAL Load Node. Seller will be responsible for any basis differential between the product price at the Physical Delivery Point and the product price at the EAL Load Node and related costs.

• Liability Transfer. EAL will not accept the risk that any long-term liability will or may be recognized on its (or any of its Affiliates’) books in connection with any PPA entered into pursuant to this RFP, whether the long-term liability is due to lease accounting, the

accounting for a variable interest entity or derivatives, or any other applicable accounting standard or requirement. The foregoing is not intended, and should not be construed, as an exhaustive listing of

important commercial terms for any PPA arising out of this RFP. Please refer to Appendix C for the Model PPA for solar and for wind and as part of Proposal Submission described below, please provide a complete redline of the applicable PPA Agreement consistent with the requirements of Section 2.3 and to be reviewed as part of the evaluation process.

2.3. Proposal Development and Special Exceptions

Bidders are responsible for developing and submitting proposals in accordance with the terms set forth, and information communicated to Bidders, in this RFP, including the terms of the model

agreements. It is important that Bidders base their proposals on such terms and information and not the terms in any other RFP issued by or any previous contract entered into with EAL or an Affiliate of EAL. Bidders are cautioned against relying solely or principally on the summaries included in Section 1.6, Section 2.1, and Section 2.2 above when developing proposals for this RFP, submitting

proposals without a reasonably complete understanding of the terms set forth in the model documents made available to Bidders prior to proposal submission, or assuming that EAL will entertain or accept material changes to the model documents, the terms of which were developed for this RFP and apply to all Bidders.

EAL expects that the terms, conditions, and technical requirements of this RFP, including,

without limitation, the applicable model agreement, the applicable Scope Book, and Appendix E, will be included or reflected in any Definitive Agreement executed for a proposal. Bidder will be charged

with knowledge of the terms of this RFP, including, without limitation, the applicable model agreement(s), the applicable Scope Book(s), and Appendix E, when EAL evaluates Bidder’s proposal(s) and during any negotiation of the Definitive Agreement. In the event of any inconsistency between a provision in the applicable model agreement and any other part of this RFP,

including between the Main Body and the applicable Scope Book (BOT transactions only), or the applicable model agreement, the model agreement will control.



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Subject to the other terms of this RFP, including, without limitation, Section C of Appendix E, Bidders are permitted to make special exceptions to terms included in the model agreements and the Scope Books that they are unwilling to accept. Each Bidder is required to include with its

proposal (i) a legible, electronically-generated redline mark-up of the applicable model agreement and, for BOT transactions only, the Scope Book and, if offering O&M services, the Model O&M Agreement showing the proposed modification(s) to or resulting from each provision it is unwilling to accept and (ii) an issues list or log setting forth and providing a reasonably complete and

reasonably detailed summary and explanation for each of Bidder’s special exceptions (if any), as described in Section 3.1.3 of Appendix D. Redline agreements or special exceptions in which Bidder (a) reserves wholesale rights to make comments on terms or conditions included in a Definitive Agreement, (b) makes widespread, wholesale, or fundamental changes to material terms or conditions

set forth in the applicable model agreement and, for BOT transactions only, Scope Book, (c) conditions its proposal on the acceptance of material terms or conditions not accepted by EAL in the ordinary course of business or that would materially diminish the value of the resource to EAL, the viability of the proposal, or the likelihood of a Definitive Agreement based on the proposal, (d) takes

exception to commercial terms without reasonably complete and detailed explanations or when such exceptions are not permitted by the express terms of this RFP, including Appendix E, or (e) takes actions the effect of which would be similar to those resulting from the actions described in clauses (a)-(d) are not contemplated and are grounds for a proposal’s elimination from consideration in this

RFP, following consultation with the IM. Bidder-provided redline agreements and special exceptions (and summaries thereof) will be reviewed in the proposal evaluation phase of this RFP. The results of EAL’s review of Bidder’s special exceptions may adversely or positively affect the proposal’s ranking. For purposes of the proposal evaluation and contract negotiations, Bidder will be deemed to

have accepted any provision of the applicable model agreement and, for BOT transactions, Scope Book that is not shown as marked or expressly noted as covered by a prior edit to the agreement or the Scope Book.

Notwithstanding anything in this RFP to the contrary, EAL’s acceptance or selection of a proposal containing redlines of the applicable model agreement or Scope Book or other special exceptions does not mean that EAL agrees with the exceptions or will agree to or accept the exceptions (or variants of the exceptions) in any negotiation of a Definitive Agreement. Without

limiting the other terms of this RFP, including this Section 2.3, Section 6.7, and Section C of Appendix E, EAL reserves all rights in any proposal evaluation or negotiation involving the exceptions, including, without limitation, the right not to accept or agree to any of the exceptions (or any variant thereof), the right not to pay Bidder or Seller any incremental amount or consideration if

EAL does not accept or agree to any particular exception or any proposed compromise, and the right to terminate negotiations if Bidder or Seller requires EAL to agree to any particular exception (or any variant thereof) as a condition to continued discussions.

2.4 Supplier Diversity

Any project arising out of this RFP is expected to generate commercial opportunities for businesses that supply goods and services to Solar PV or wind resources, potentially, battery storage



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facilities. EAL has an interest in understanding the effects of proposed projects on businesses located in the state of Arkansas and on small and small disadvantaged businesses. Appendix G includes information regarding local and diverse suppliers that Bidders are required to provide as part of their

Proposal Packages and/or should consider when developing the terms of their proposals.

3. SELF-BUILD OPTION

EAL may submit into this RFP one or more solar PV projects as self-build options (each, a “Self-Build Option,” and together, the “Self-Build Options”). Each Self-Build Option must be for a Solar PV facility that is consistent with the RFP’s design criteria for developmental generation resources and within the capacity requirements defined in this RFP.

A Self-Build Option may utilize existing infrastructure and resources at EAL sites, including

existing administrative or plant support infrastructure (e.g., office facilities). Generation from the facilities may interconnect with the existing EAL transmission facilities located at or near the site.

ESL will require that the completed submission for any Self-Build Option, including the cost

estimate for the Self-Build Option (a “Self-Build Option Proposal”), and any proposal offered in this RFP by an Entergy Competitive Affiliate, be submitted to the Bid Event Coordinator and the IM

prior to the receipt of proposals from all other Bidders, and no later than 5 p.m. CPT on the Friday before the first day of the Proposal Submission Period (the “Self-Build Option Proposal

Submission Deadline”).

The IM, in consultation with ESL, may choose to retain an independent consulting engineer to evaluate the reasonableness of the construction cost estimates of the Self -Build Options and, potentially, to undertake a similar evaluation for any other resource supporting a proposal submitted in this RFP. The IM may instead choose to assess the reasonableness of such estimates by reference

to other relevant and competent information available to the IM. The IM will consult with ESL to (i) determine a process for selecting and retaining the independent consulting engineer, (ii) develop the scope of work to be performed by the consulting engineer, and (iii) determine how the engineer’s report will be utilized in this RFP. In addition, ESL may retain an independent consulting engineer to

estimate the cost to Buyer to have an independent owner/buyer’s engineer monitor the development and construction of a proposed third-party resource after selection through the completion of construction and provide related engineering services to protect Buyer’s interest.

4. RFP PROCESSES

4.1. RFP Schedule Overview

The RFP Schedule is critical for Bidders interested in participating in this RFP. The RFP Schedule in the table below sets forth, as of the RFP documents issuance date, the milestone events and the corresponding milestone dates for this RFP. The milestone events and dates are subject to



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change. After consultation with the IM, notice of any change to the then-current RFP Schedule will be posted on the 2021 EAL Renewables RFP Website.

RFP Milestone Milestone Date

Bidders Conference August 18, 2021*

Bidder Registration Period 8:00 a.m. CPT on August 23, 2021, until 5:00

p.m. CPT on August 27, 2021*

Proposal Submission Fee Payment Deadline 5:00 p.m. CPT on September 13, 2021*

Self-Build Option Proposal Submission Period 8:00 a.m. CPT on September 14, 2021,

until 5:00 p.m. CPT on September 20, 2021*

Proposal Submission Period (for all other proposals) 8:00 a.m. CPT on September 21, 2021,

until 500 p.m. CPT on September 27, 2021*

Primary/Secondary Selections Announced January 2022*

Due Diligence and Negotiations Begin January 2022*

Definitive Agreements Executed August 2022* Regulatory Approval Process Complete November 2023*

*The milestone dates accompanied by an asterisk are target dates subject to change.

Without limiting section 6.7 below, EAL reserves the right to modify the RFP Schedule

(including any milestone or milestone date) at any time in its sole discretion . EAL will endeavor to timely notify all participants in this RFP of any such modification.

4.2. Bidders Conference

A Bidders Conference for potential Bidders and other stakeholders (collectively, the “Bidders

Conference”) is scheduled to take place on August 18, 2021. The Bidders Conference will give

participants a high-level overview of, and other information concerning, this RFP and related processes and was open to all interested Persons. EAL personnel, ESL personnel, and the IM will be available at the Bidders Conference to provide an overview of the RFP Schedule, the Bidder Registration Process, the Proposal Submission Process, the evaluation process, technical RFP issues,

and proposed transaction terms and conditions, and to respond to previously submitted requests for information about this RFP. ESL will post written materials presented during the Bidders Conference on the 2021 EAL Renewables RFP Website. Bidders are advised that those materials may not duplicate all of the information provided during the Bidders Conference and some of the information

may be or may become outdated and/or no longer accurate. Responses to questions received during the Bidders Conference are posted on the 2021 EAL

Renewables RFP Website. To the extent inconsistencies exist between the RFP documents and the

Bidders Conference presentation or the responses to questions received during the Bidders Conference posted on the 2021 EAL Renewables RFP Website or provided verbally, the RFP documents will control.



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4.3. Bidder Registration Process

To be eligible to submit a proposal, Bidder must complete the Bidder Registration Process during the Bidder Registration Period. Bidder Registration will begin at 8:00 a.m. CPT on the Bidder

Registration start date specified in the applicable RFP Schedule and end at 5:00 p.m. CPT on the Bidder Registration end date specified in the applicable RFP Schedule (the “Bidder Registration Period,” and the deadline for Bidder Registration, the “Bidder Registration Deadline”).

To register for this RFP, Bidders are required to submit a completed Bidder Registration Agreement and the documentation requested therein to the Bid Event Coordinator, copying the IM, via email at the respective addresses provided in Sections 1.4 and 1.5 above, by the Bidder Registration Deadline. Bidders will bear the risk of failing to submit a completed Bidder Registration

Agreement and the documentation requested therein by the Bidder Registration Deadline. The Bidder Registration Agreement must be executed by an officer or other representative of Bidder who is authorized to sign on Bidder’s behalf. Only Bidders registered in accordance with this RFP will be permitted to submit proposals in this RFP, and only proposals registered in accordance with this RFP

will be eligible for submission. After completion of Bidder Registration, the Bidder will receive evaluation identification numbers for each registered proposal.

The following documentation is required to be submitted to complete the Bidder Registration

Process and to receive the necessary identification numbers and the results of the creditworthiness evaluation of the Seller Parent for Proposal Submission:

• Bidder Registration Agreement

• Bidder Registration Form

• Bidder must provide the annual audited financial statements for the past two (2) years and the current year reviewed quarterly financial statements of Bidder (or, if different from Bidder, Seller) and the proposed Seller Parent Guarantor. The financial

statement needs to include the independent auditor’s opinion and notes to the financial statements, the balance sheet, the income statement, and the cash flow statement.

• Executed GIA with MISO or, for solar PPA resources located or to be located outside

of MISO, SPP, or MISO DPP/SPP DSIS Application, as applicable, for the 2020 or prior year cycles and Queue Number assigned to the Facility

• Wind Only: o Approved Technical Assistance Letter or approved Incidental Take Permit and

Habitat Conservation Plan for the project; or o Draft of the Technical Assistance Letter, or drafts of the Incidental Take

Permit and Habitat Conservation Plan, for the project pending the letter and/or plan’s approval by the United States Department of Fish and Wildlife

Evaluation Identification Numbers:

Following submission of its completed Bidder Registration Agreement and the documentation requested therein, Bidder will be issued a unique Bidder ID, a Resource ID for each registered

resource, and a Proposal ID for each registered proposal. Bidder IDs, Resource IDs, and Proposal



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IDs will be used by Bidders in the Proposal Submission Process and in connection with the evaluation of proposal information received by ESL. The use of Bidder IDs, Resource IDs, and Proposal IDs is part of ESL’s process to ensure that appropriate protections are in place to minimize

the dissemination of information that explicitly identifies Bidders to Evaluation Team members who do not need to know that information.

Seller Parent Creditworthiness:

If Bidder has provided the financial information required at the time of Bidder Registration by this RFP, Bidder will receive the results of the CET’s assessment of the creditworthiness of the proposed Seller Parent prior to proposal submission. Bidder will be responsible for developing and submitting proposals in this RFP that take into account (including in proposal pricing) the results of

the creditworthiness evaluation and comply with the terms of Appendix E. The creditworthiness evaluation results will establish whether a proposed Seller Parent’s creditworthiness has been determined to be “acceptable” for purposes of the proposal evaluation. An offset of 50% against the seller’s liquid credit support requirement is available for proposals when the seller will provide a

guaranty in accordance with Appendix E from a Seller Parent with an “acceptable” credit rating. The offset is subject to Entergy’s corporate cap on aggregate credit exposures to counterparties and their affiliates. If the Seller Parent is evaluated to be not “acceptable”, no Seller Parent Guarantee will be accepted for liquid credit support offset at each milestone, subject to the Seller Parent’s credit rating

becoming “acceptable” during the negotiations of a Definitive Agreement.

4.4. Proposal Submission Fees

Bidders are required to pay a Proposal Submission Fee of $10,000 for each proposal

registered in the RFP. Proposals that are alternatives to each other will be considered separate proposals, including proposals that include differences in pricing, commercial operation date, term of PPA, and any other difference, and should be registered as separate proposals. Bidders will be permitted to offer multiple proposals for the optional battery energy storage system and the optional

operation and maintenance service contract for its proposed resource. Each battery or operation and maintenance service contract proposal for the resource will be considered an alternative proposal and will result in an incremental $1,000 Proposal Submission Fee for each such proposal. No Proposal Submission Fee will be due for Self -Build Option Proposals (EAL would be paying itself).

ESL will bill Bidder the total Proposal Submission Fee due from Bidder for each proposal for

this RFP within three (3) Business Days following the end of the Bidder Registration Period. Bidder will be required to remit payment of the Proposal Submission Fee(s) in full in accordance with the

instructions provided in the invoice. Payment will be due by the date specified in the applicable RFP Schedule (the “Proposal Submission Fee Payment Deadline”). Bidder’s failure to submit the

Proposal Submission Fee for a proposal by the Proposal Submission Fee Payment Deadline will

result in the elimination of such proposal from this RFP.



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In the event it is unclear which proposal was not supported by payment of the required Proposal Submission Fee, EAL will have the discretion to determine which proposal to eliminate or what other action(s) to take.

Proposal Submission Fees will be refunded to Bidders only in the following circumstances:

• Bidder registers a proposal and pays the Proposal Submission Fee but does not

complete Proposal Submission for the registered proposal;

• Bidder registers a proposal, properly completes Proposal Submission, but subsequently withdraws the registered proposal prior to the Proposal Submission Deadline;

• EAL cancels or terminates this RFP prior to completion of the evaluation of proposals for the Primary Selection List or the Secondary Selection List.

If Bidder, or any proposal submitted by Bidder, becomes ineligible or is eliminated from this

RFP for any reason other than a reason set forth in the bulleted items immediately above, including, without limitation, if no proposals are selected for either the Primary Selection List or the Secondary Selection List after EAL has completed its evaluation of proposals, Bidder’s Proposal Submission Fee(s) will not be returned.

4.5. Proposal Submission

The “Proposal Submission Process” requires each Bidder to submit to EAL for each registered proposal:

• a Proposal Submission Agreement signed by an officer or other representative of Bidder who is authorized to sign the agreement and tender the submitted proposal(s) on Bidder’s behalf;

• a completed Proposal Submission Template (Excel sheet)

• a completed Viability Self-Assessment;

• a completed Due Diligence Questionnaire (Appendix D) and related attachments (as a point of

emphasis, Bidders may not submit one set of responses and attachments covering two or more proposals), including, without limitation;

• the requested generation profile for two years (Excel Sheet);

• documents requested by the questionnaire;

• the required demonstration that Bidder or Seller has the requisite control over the project site; and

• a project summary;

• a completed, executed Form of Credit Certification;

• a completed, executed Form or Accounting Certification (PPAs only); and

• all other documents and information that Bidder is required to provide under

this RFP for the proposal submitted (collectively, including the executed Proposal Submission Agreement, the “Proposal Package”).



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All proposal submissions are required to be made through PowerAdvocate to the Bid Event Coordinator. Bidders should not send, and the Bid Event Coordinator will not accept, paper copies of proposals or proposals delivered other than through PowerAdvocate. Bidder must deliver the

complete Proposal Package(s) for its proposal(s) by the Proposal Submission Deadline or the Self-Build Option Proposal Submission Deadline, as applicable, in order for the proposal(s) to be considered for this RFP.

After the Bid Event Coordinator has electronically received Bidder’s completed Proposal Package, Bidder will receive a confirmation of receipt from the Bid Event Coordinator. Bidder should contact the Bid Event Coordinator if a confirmation is not received within one (1) Business Day after Bidder’s submission of the Proposal Package.

Bidder will bear the risk of any failure of Bidder to submit the completed Proposal

Package by the Proposal Submission Deadline or the Self-Build Option Proposal Submission

Deadline, as applicable, as required by this RFP. Proposals not delivered in accordance with

the requirements of this RFP are untimely and may be eliminated from consideration in this

RFP. Proposals that do not include all agreements, material, and information required by this

RFP may be considered non-conforming and rejected on that basis.

5. PROPOSAL EVALUATION

EAL will evaluate the proposals submitted in this RFP. EAL’s evaluation process is designed to facilitate the fair and impartial evaluation of all proposals and to result in the selection of one or

more proposals that meet the requirements of this RFP and EAL’s needs at the lowest reasonable cost, taking into account commercial considerations, project viability, reliability, risk, and other relevant factors. The process will be conducted in a carefully controlled manner, using procedures, methods, evaluation criteria, and assumptions that will be developed prior to the receipt of proposals.

The process is expected to include, without limitation, EAL’s use of evaluation teams and subject matter experts, and will involve the IM as appropriate. As part of the evaluation process, EAL may from time to time reduce the number of proposals under evaluation and may develop a preliminary shortlist of proposals for continued evaluation (the “Shortlist”).

After the Proposal Submission Deadline, the IM and the Bid Event Coordinator will provide

redacted data and information from the proposals received to the Evaluation at approximately the same time. All proposals, including the Self -Build Option(s), will be evaluated on a consistent basis

by the Evaluation Teams, which will not include any member of the Entergy self -build commercial team or self-build support team. During the evaluation process and at other times in this RFP, EAL may ask Bidder clarifying questions to obtain additional information that it believes may help with its understanding, review, analysis, or treatment of Bidder’s proposal. Clarifying questions are expected

to be communicated by the Bid Event Coordinator to Bidder via Power Advocate. EAL, through the Bid Event Coordinator, may also request Bidder’s participation in one or more meetings to obtain clarification or additional information regarding a proposal. Bidder will be expected to provide responses to clarifying questions posed by or for EAL and make available authorized officers,



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representatives, and advisors to participate in meetings requested by EAL and/or answer questions or provide information related to its proposal or participation in this RFP. A Bidder offering a proposal with a resource in an eligible interconnection study queue with MISO or SPP, a transmission owner,

or other balancing authority for interconnection, deliverability, or transmission service at the time of proposal registration must promptly notify the RFP Bid Event Coordinator in the event the resource does not remain in the queue or obtain the requested service, or Bidder materially modifies the terms of its application or request for such service.

At an appropriate stage of the proposal evaluation process, members of EAL’s resource

planning group, utilizing in its discretion, among other things, analysis and other inputs provided by evaluation teams and subject matter experts for this RFP, will develop recommendations for the

selection of proposals, if any, for inclusion on the Primary Selection List or the Secondary Selection List and will present those recommendations to the EAL Resource Planning and Operating Committee and EAL management. The “Primary Selection List” is a list setting forth the proposal(s) (if any) selected for negotiation of a Definitive Agreement. The “Secondary Selection List” is a list

setting forth the proposal(s) (if any) selected for possible negotiation of a Definitive Agreement. The IM will review the recommendations of the members of EAL’s resource planning group before the recommendations are presented to the EAL Resource Planning and Operating Committee and EAL management. Any selection of a proposal for the Primary Selection List or the Secondary Selection

List will be made by the President and CEO of EAL (or his or her designee). Once selections have been made, EAL will notify each Bidder that EAL has completed its

evaluation of proposals and inform Bidder, with respect to each proposal submitted by Bidder,

whether the proposal is on the Primary Selection List (if any), the Secondary Selection List (if any), or has been eliminated from further consideration in this RFP. Without limiting its rights under this RFP, EAL expects to proceed to negotiate the final terms of a Definitive Agreement with a Bidder having a proposal on the Primary Selection List. If those negotiations terminate or are suspended, or

if EAL determines negotiations with one or more Bidders having a proposal on the Secondary Selection List are appropriate, EAL may negotiate commercial terms with such Bidders. A Bidder with a proposal on the Secondary Selection List will be released from the proposal three (3) months after notification of the proposal’s placement on the Secondary Selection List, unless within that

period Bidder has been invited to negotiate the terms of a Definitive Agreement under this RFP based on the proposal. A proposal not on either the Primary Selection List or the Secondary Selection List will be considered rejected. Any Bidder invited by EAL to finalize a Definitive Agreement will be expected to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause

to be done, all things necessary or appropriate to finalize, execute, and deliver such Definitive Agreement as promptly as possible.

EAL’s selection of a proposal does not constitute or indicate EAL’s agreement, commitment,

representation, or promise to transact on the basis of the selected proposal or EAL’s acceptance of any term of the proposal. Under the terms of this RFP, EAL has no obligation, and makes no commitment or promise, of any kind, to enter into a transaction with any Bidder or to be bound by any term proposed by Bidder in this RFP, and, more generally, has no obligation or liability of any



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kind whatsoever to any Bidder or Seller in connection with or arising out of this RFP, except to the extent otherwise expressly set forth in a binding, fully executed written agreement between EAL and Bidder or Seller.

6. MISCELLANEOUS RFP MATTERS

6.1. Authorized Bidder Communications Channels

Except as otherwise expressly provided in this RFP, all communications, including questions, regarding this RFP must be submitted in writing to the Bid Event Coordinator (using the contact information provided above in Section 1.4). Any contact or communication concerning this RFP (i) between Bidders, or representatives of Bidders, on the one hand, and personnel or employees of ESL

other than the Bid Event Coordinator, on the other hand, or (ii) between different Bidders, or representatives of different Bidders, made without the specific, prior written consent of the Bid Event Coordinator, is, in each case, not allowed and grounds for disqualification of the non-compliant Bidder(s). Bidders are, of course, permitted to communicate internally within their organizations and

to their representatives with regard to this RFP as necessary.

6.2. Confidentiality Agreement

The existence and terms of this RFP, and the communications between EAL or the IM and a

Bidder concerning this RFP, are subject to and governed by the Confidentiality Agreement entered into by EAL and such Bidder. Nothing in this Section 5.1 above, this Section 5.2, or elsewhere in the RFP is intended to limit the terms of the Confidentiality Agreement.

6.3. Posting Questions

Bidders and other interested Persons are invited to submit questions and comments about this RFP to the Bid Event Coordinator. All questions or comments regarding this RFP must be submitted in writing via email sent to [email protected] (for questions and comments prior to bidder

registration) or through PowerAdvocate (after bidder registration). Interested Persons are requested to submit questions as promptly as possible to ensure the timely receipt of EAL’s or ESL’s response. ESL requests that all questions be submitted to the Bid Event Coordinator by no later than one week prior to the day of the Self-Build Option Proposal Submission Deadline.

Subject to ESL’s consideration of the confidentiality concerns, ESL intends to post all

questions submitted by Bidders, as well as ESL’s responses to those questions, to the 2021 EAL Renewables RFP Website. All questions will be posted anonymously, to shield the identity of

Bidders who posed the questions. ESL’s objective in posting questions and answers publicly is to afford Bidders equal access to information potentially relevant to their proposals. Bidders should frame their questions, if possible, so that the answers do not require the disclosure of information that is confidential to ESL or EAL, or any of their respective Affiliates. If ESL receives a question that

calls for, in its opinion, an answer that would contain such confidential information and the provision




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of such confidential information is necessary and appropriate for ESL’s response, then ESL will respond to the question in writing, via PowerAdvocate if after Bidder registration, but only if Bidder posing the question has executed and returned to ESL a confidentiality agreement in form and

substance acceptable to ESL. ESL expects to provide answers to questions received during the Proposal Submission Period

only to the extent the questions are specific to an actual proposal submission issue (and those answers

may or may not be posted on the 2021 EAL Renewables RFP Website).

6.4. Contact with MISO

Under the MISO Tariff, MISO currently provides functional supervision of the Entergy

Transmission System and acts as transmission provider with respect to the granting of transmission service, including interconnection service, on the Entergy Transmission System or on other transmission systems under MISO’s functional supervision . Inquiries about these aspects of the Entergy Transmission System or other transmission systems in MISO under MISO’s functional

supervision should be directed to MISO at its South Region Transmission Planning Office, (504) 846-7100. Bidders are directed to the MISO website, www.misoenergy.org, for information about MISO.

6.5. Affiliate Rules and Codes of Conduct

All employees of ESL, any Entergy Operating Company, or any Entergy Competitive Affiliate must adhere to the Affiliate Rules and Codes of Conduct as applicable. A link providing access to complete copies of the Affiliate Rules and Codes of Conduct is available at the 2021 EAL

Renewables RFP Website.

6.6. Multi-Person Bids

If Bidder is comprised of more than one Person, the individual members may enter into

contribution, indemnity, allocation, sharing, or other similar arrangements or agreements amongst themselves to allocate their respective rights and obligations; however, no such agreement or arrangement will affect any right reserved to ESL or EAL in connection with this RFP or otherwise disadvantage EAL relative to its position with other Bidders without ESL’s prior written agreement,

either on its own behalf or as agent of EAL. Bidder must fully disclose to the Bid Event Coordinator all such contribution, indemnity, allocation, sharing, or similar arrangements or agreements. Disclosure may be accomplished by means of a written letter to the Bid Event Coordinator by the Proposal Submission Deadline or the Self -Build Proposal Submission Deadline, as applicable.

Bidder may be required to respond to subsequent diligence inquiries concerning the arrangements or agreements.

http://www.misoenergy.org/



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6.7. Reservation of EAL Rights and Other EAL RFP Protections

Notwithstanding anything to the contrary, each of ESL and EAL may, and expressly reserves the right to, at any time, and from time to time, without prior notice, and without assigning or

providing any reason therefor:

• cancel, suspend, withdraw, or terminate this RFP (including, without limitation, after the

selection in this RFP of one or more proposals for a Definitive Agreement) or cancel or suspend its participation in this RFP;

• modify this RFP, including, without limitation, any Appendix to this RFP or any of the dates,

times, or places set forth in this RFP or related to the RFP process;

• accept, refuse to accept, consider, not consider, favor, disfavor, recommend, not recommend, pursue, or reject any proposal, in its sole and absolute discretion, for any reason;

• reject or eliminate any proposal submitted in response to this RFP that it determines is incomplete, is non-conforming, or contains irregularities (or waive or disregard any

deficiency, non-conformity, or irregularity in any proposal), or that it determines was made with the intent to create artificial prices, terms, or conditions or would have that effect;

• carry out negotiations with any, some, or all Bidders or other Persons related to this RFP, and

suspend or terminate negotiations with any Bidder or other Person at any time, including, without limitation, as a result of (a) any change in any of the resource needs of EAL, (b) any adverse diligence finding by ESL or EAL, or (c) any other issue related to the potential Transaction arising during negotiations of any letter of intent, term sheet, Definitive

Agreement, or other agreement, including, without limitation, any issue arising out of any special consideration submitted by Bidder in its proposal or any new or modified rule, regulation, or other law (including any change or prospective change in MISO rules);

• discuss the terms of any proposal or any other material submitted by Bidder with, and obtain clarification or additional information concerning such proposal or such other material from, Bidder or its directors, officers, employees, agents, representatives, and advisors;

• request from Bidder any information not detailed in or required by this RFP but that, in EAL’s or ESL’s sole opinion, may be necessary or relevant to the evaluation of Bidder’s proposal(s) or this RFP and utilize such information as EAL or ESL deems appropriate in connection with such evaluation of this RFP;

• receive, consider, pursue, and/or transact on (i) opportunities to acquire or contract for other assets or resources offered or that become available outside of the RFP process or (ii)

proposals offered in response to this RFP that are non-conforming or have been eliminated from consideration in this RFP;



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• invite further proposals in or outside of this RFP or supplemental submissions or

modifications of previously submitted proposals in this RFP;

• determine which Bidders, or entities, or projects to allow, or continue to allow, to participate in the RFP process;

• consult with the IM on any matter related to this RFP;

• pursue or transact on proposals offered in response to this RFP regardless of any rank or

recommended order of proposals that may be developed or established in the RFP evaluation process in order to limit exposure to a particular counterparty, technology or equipment type, location, contractor, or vintage, manufacturer, or resource or a particular set of risks, diversify

its power supply portfolio, gain experience with one or more generation technologies or resources, avoid or mitigate transmission or interconnection concerns, or achieve one or more other commercial goals as ESL or EAL deems appropriate;

• sign or not sign Definitive Agreement(s) with Bidders or other Persons relating to the Product solicited by this RFP;

• supplement, update, refine, or otherwise modify its proposal evaluation process, including,

without limitation, any models or modeling data and assumptions;

• subject to the terms of any applicable confidentiality agreement entered into between ESL and

Bidder, retain, archive, or destroy any information or material provided to or for the benefit of ESL in the Proposal Submission Process; and

• take any and all other actions it deems necessary or appropriate, in its sole and absolute

discretion, in connection with this RFP and the RFP process. Each of the foregoing rights (including any right listed in a series of rights) may be exercised individually by EAL or ESL, the operating committee for EAL, or any director, officer, employee, or

authorized agent or representative of ESL, EAL, or any of their respective parents, and each is without limitation of any other such right of EAL or ESL in this RFP, including, without limitation, in this Appendix E. The reservation of rights contained herein is in addition to all other rights reserved or granted to EAL or any of its Affiliates (including ESL) elsewhere in this RFP or

otherwise held by or available to EAL or any of its Affiliates (including ESL).

No Warranties or Liabilities

BY PARTICIPATING IN THE RFP PROCESS, EACH BIDDER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN A DEFINITIVE AGREEMENT WITH BIDDER:



Page 24

(A) ALL MATERIAL AND OTHER INFORMATION FURNISHED BY OR ON BEHALF OF EAL, ESL, OR ANY OTHER AFFILIATE OF EAL IN CONNECTION WITH THIS

RFP IS PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO THE

ACCURACY OR COMPLETENESS OF SUCH INFORMATION, AND (B) EAL, ITS AFFILIATES (INCLUDING ESL), AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS,

REPRESENTATIVES, AND ADVISORS, AS WELL AS THE IM, SHALL HAVE NO LIABILITY TO ANY BIDDER, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ADVISORS, LENDERS, OR INVESTORS RELATING

TO OR ARISING FROM THE USE OF OR RELIANCE UPON ANY SUCH INFORMATION, ANY ERROR OR OMISSION THEREIN, OR OTHERWISE IN CONNECTION WITH THIS RFP.

Acceptance of Proposals

Without prejudice to EAL’s rights under the Proposal Submission Agreement or at law or in equity, no proposal submitted by any Bidder shall be deemed accepted by, or otherwise binding upon,

EAL or any of its Affiliates (including ESL), and EAL, each of its Affiliates (including ESL), and their respective directors, officers, members, employees, agents, and representatives shall have no obligation or liability of any kind with respect to any such proposal or otherwise in connection with this RFP, unless and until a Definitive Agreement has been mutually executed and delivered by EAL

or any of its Affiliates and Seller, and then such obligation or liability shall exist only if and to the extent expressly set forth or provided for therein or in another signed, binding written agreement entered into by EAL or any of its Affiliates and Seller. Notwithstanding anything to the contrary in this RFP, all proposals delivered to ESL shall become the sole and exclusive property of EAL upon

receipt, and EAL shall have all rights and privileges of ownership of such property, subject to any provision of this RFP relating to confidentiality and any applicable confidentiality or other signed, binding written agreement between EAL and Bidder or Seller executed in connection with this RFP process.

Bidder Costs and Expenses

Each Bidder is solely responsible for all costs and expenses it incurs in connection with this

RFP. Through its participation in this RFP, each Bidder agrees that under no circumstance, including, without limitation, EAL’s or ESL’s withdrawal from or suspension, cancellation, or termination of the RFP process, will EAL, any of its Affiliates (including ESL), or any of their respective directors, officers, members, partners, employees, agents, representatives, or advisors have any responsibility or



Page 25

liability of any kind to Bidder, its Affiliates, or any of their respective directors, officers, members, partners, trustees, employees, agents, representatives, advisors, or lenders for any cost or expense directly or indirectly incurred by Bidder (no matter how incurred) in connection with the RFP

process, except to the limited extent provided in Section 4.2 of the Main Body (relating to Proposal Submission Fee refunds).

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